This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the merger between J.P.
Morgan Chase & Co. and Bank One Corporation, including future financial and
operating results, the combined companys plans, objectives, expectations and
intentions and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of J.P. Morgan Chases and
Bank Ones management and are subject to significant risks and uncertainties.
Actual results may differ from those set forth in the forward-looking
statements.

The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of J.P. Morgan Chase and Bank One stockholders to approve the merger;
the risk that the businesses will not be integrated successfully; the risk that
the cost savings and any other synergies from the merger may not be fully
realized or may take longer to realize than expected; disruption from the
merger making it more difficult to maintain relationships with clients,
employees or suppliers; increased competition and its effect on pricing,
spending, third-party relationships and revenues; the risk of new and changing
regulation in the U.S. and internationally. Additional factors that could
cause J.P. Morgan Chases and Bank Ones results to differ materially from
those described in the forward-looking statements can be found in the 2003
Annual Reports on Form 10-K of J.P. Morgan Chase and Bank One filed with the
SEC and available at the SECs Internet site (http://www.sec.gov).

J.P. Morgan Chase has filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission containing a preliminary joint proxy
statement/prospectus regarding the proposed merger. Stockholders are urged to
read the definitive joint proxy statement/prospectus when it becomes available,
because it will contain important information. Stockholders will be able to
obtain a free copy of the definitive joint proxy statement/prospectus, as well
as other filings containing information about J.P. Morgan Chase and Bank One,
without charge, at the SECs Internet site (http://www.sec.gov). Copies of the
definitive joint proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the definitive joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017,
Attention: Office of the Secretary (212-270-4040), or to Bank One Corporation,
1 Bank One Plaza, Suite 0738, Chicago, Illinois 60670, Attention: Investor
Relations (312-336-3013).

The respective directors and executive officers of J.P. Morgan Chase and
Bank One and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed merger. Information regarding J.P. Morgan
Chases and Bank Ones directors and executive officers and a description of
their direct and indirect interests, by security holdings or otherwise, is
available in the preliminary joint proxy statement/prospectus contained in the
above-referenced Registration Statement on Form S-4 filed with the SEC on
February 20, 2004.

* * *

[The following is an excerpt of the March / April issue of Network, an internal
magazine for JPMorgan Chases employees.]

Chase Financial Services had been
planning to expand beyond its
branch presence in New York,
New Jersey, Connecticut and Texas,
and continue to build leadership
positions in its other lines
of business that already have
a nationwide presence. The
announced merger with Bank One
put those plans into high gear.

It was many years worth
of branch expansion in one
fell swoop.

This was the best way to
grow, vice chairman Don
Layton told Chase Financial
Services colleagues at a town
hall following the merger
announcement.

We were competitively
disadvantaged in distribution
because we had a relatively
small branch network and
limited ability to grow organically,
Layton said. We needed to do
this deal.

Heres a business-by-business
look at how the Bank One
merger will affect JPMorgan Chases
retail expansion across the U.S.

Chase Regional Banking

The announced merger with
Bank One will greatly expand
Chases branch presence outside
its traditional markets. We
currently have 530 branches in
the Northeast and Texas, says
Layton. After the merger, well
have 2,300 branches in 17
states across the country,
reaching half the population of
the U.S.

Last year, Chase Regional
Banking (CRB) embarked on a
strategy to enhance growth by
reinvesting in the branches. This
included renovations as well as
adding branches in existing
markets, with two new
branches opening in Texas. We
expect there will continue to be
opportunities to build new branches
after the merger, and both of us
intend to continue our
programs, although specific
locations may change as we assess
potential overlaps in Texas,
says CRB executive Hal Pote.

Bank One has been working on
many of the same things as
Chase has, says Pote: a new
teller system, a new look for
branches, more rigorous focus
on sales, and net new
customers, technology investment
and streamlining operations
and processes.

JPMorgan Chase has filed a Registration Statement
on Form S-4 with the Securities and Exchange
Commission containing a preliminary joint proxy statement/ prospectus regarding the proposed
merger. Stockholders are urged to read the
definitive joint proxy statement/prospectus when it becomes

available, because it will contain
important information. Stockholders will be able to
obtain a free copy of the definitive joint proxy statement/ prospectus, as well as other filings containing information about JPMorgan Chase
and Bank One, without charge, at the SECs
Internet

2networkM A R C H / A P R I L2004

Chase Middle Market

Middle Market is a very
diversified business in this country,
Layton says. If you dont have
a big branch system, its really
tough to develop a middle-market position thats broad.
With this merger, well be
number two in the business. This is
a fabulous fit for the business.

For more than 30 years, Chase
Middle Market has been meeting
the needs of customers in
New York, New Jersey,
Connecticut and Texas, and has
been an industry leader in these
markets. Last year, Middle
Market began to build on its
success by expanding into
other, select markets across the
U.S. where there was potential
for significant middle market
business.

Says Chase Middle Market
executive Todd Maclin, The main
question in our expansion
strategy became, How do we
leverage our expertise in serving
middle-market clients in places
where we dont have branches?
He says the group focused
on cultivating business with
large prospects who are less
branch-dependent and tend to
require more-sophisticated
credit, cash management and
investment management products.
They found that there was
significant opportunity to expand
into Chicago after determining
that there were about 1,400
companieswith more than
$200 million in revenuesthat
were not covered by the
Investment Bank.

Maclin says hes delighted with
the opportunity presented by
the announced merger with
Bank One. He says the
increased branch presence of
the new firm would directly
benefit Middle Markets capacity
to serve clients in those markets,
and to provide them with
the full and most complete set
of services.

Chase
Home Finance

Were a big mortgage player
all by ourselves, says Layton.
Were up-and-coming in home
equity, and growing rapidly.
Combine the two organizations
and well be number two. We
wind up with a strategically
great fit.

In residential lending, the new
company will bring together
two complementary home
equity businesses to create the
second-largest home equity
business in the country, says
Chase Home Finance executive
Steve Rotella. The merger
also creates additional
opportunities for our first-mortgage
business, he says, which
is currently number four in
the U.S.

Taken together, as of third
quarter 2003, the Bank One and Chase mortgage franchises
originated more than $250 billion in
residential loans, including
more than $40 billion in home
equity loans, and serviced more
than $500 billion in residential
loans for more than four million
customers. Combined, the new
company will have the size and
scale needed to compete at an
even higher level, with a
powerful nationwide presence and a
best-in-class team, says Rotella.

Chase Home Finance currently
does business in all 50 states
and has retail lenders and
mortgage brokers in 35 states.

Chase Cardmember
ServicesWhen it comes to credit cards,
Layton says, Bank One is 40%-
50% bigger than we are. In credit
cards, scale is a big factor in
unit costs being low and being
able to market efficiently.

Chase Cardmember Services
(CCS) executive Rich Srednicki
says the Bank One merger
makes a great deal of sense for
Chase. Both Bank Ones card
business and CCS occupy top-tier positions in our industry,
and we both enjoy a strong
brand recognition and
reputation. Nevertheless, its the scale
and financial strength of our
combined entities that is most
exciting, he says, noting
that the partnership will
transform the combined entity
into the second-largest credit
card issuer.

Chase Auto Finance

Bank Ones auto business will
bring strengths and capabilities
that will enhance our own product
offerings, says Norman
Buchan, Chase Auto Finance
executive. They also bring
particularly strong positions in
certain geographies including the
Midwest, as well as talented
people, additional bench
strength and new ideas to the
combined organization.

The merged company will be the
largest non-captive auto finance
company in the U.S., with a
combined auto finance portfolio
in excess of $60 billion.

We got what we wished
foronly it happened
faster and in a bigger
way. The firm is far better
for doing these
deals, and we will see
that in time.-Vice chairman Don Layton

site (http://www.sec.gov). Copies
of the definitive
joint proxy statement/prospectus
and the filings
with the SEC that will be
incorporated by reference
in the definitive joint proxy
statement/prospectus
can also be obtained, without
charge, by directing
a request to J.P. Morgan Chase &
Co., 270 Park

Avenue, New York, New York 10017, Attention:
Office of the Secretary (212-270-6000), or to Bank
One Corporation, 1 Bank One Plaza, Suite 0738,
Chicago, Illinois 60670, Attention: Investor
Relations (312-336-3013). The respective directors
and executive officers of JP Morgan Chase and

Bank One and other persons may
be deemed to
be participants in the
solicitation of proxies in
respect of the proposed merger.
Information
regarding JPMorgan Chases and
Bank Ones
directors and executive officers
and a description of

their direct and indirect interests, by security
holdings or otherwise, is available in the preliminary
joint proxy statement/prospectus contained in the
above-referenced Registration Statement on Form
S-4 filed with the SEC on February 20, 2004.